Loss Sharing Claim definition

Loss Sharing Claim means any (a) Liability incurred by a Purchaser Indemnified Party as a result of an actual violation of any Law, Permit, Applicable Servicing Requirement, Order or Contract by either Seller prior to the Applicable Closing in connection with the performance by either Seller of its obligations under the Servicing Agreements, Servicing Rights Agreements, Subservicing Agreements, Master Servicing Agreements or Underlying Documents or (b) Third Party Claim (whenever made) against any Seller Indemnified Party or any Purchaser Indemnified Party, in each case resulting from, in connection with or arising out of any act or omission in actual or alleged breach or violation of any Law, Permit, Applicable Servicing Requirement, Order or Contract (other than this Agreement or any Ancillary Agreement) by either Seller prior to the Applicable Closing, in each case in connection with the performance by either Seller of its obligations under the Servicing Agreements, Servicing Rights Agreements, Subservicing Agreements, Master Servicing Agreements or Underlying Documents (including any relevant matters set forth in Section 4.11 (Legal Proceedings) (to the extent not specifically included in the definition of “Retained Liability”) and the Exception Report; provided, however, that notwithstanding anything contained herein to the contrary, Loss Sharing Claims shall not include any Retained Liability.
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Loss Sharing Claim means any Action, whenever made (including, without limitation, all Pending Claims and Ordinary Course Claims), by any third party against any Seller Indemnitee or any Buyer Indemnitee (other than those Actions which are included within any Retained Liability) resulting from or arising out of any actual or alleged breach or violation of Law, License or Permit or Contract (other than this Agreement or any Ancillary Document) by any Group Company prior to Closing, in each case in connection with the performance of any mortgage servicing activities (including, without limitation, payment collections, loss mitigation activities, loan modifications, foreclosures, evictions or similar activities) by any of the Group Companies, whether pursuant to any Servicing Agreement or otherwise; provided, however, that Loss Sharing Claims shall not include any (i) Retained Liability (except as provided in clause (i) of paragraph (7) of Section 1.1(e) of the Disclosure Schedules) or (ii) any Liabilities that OFC or any of its Affiliates has, or may have in the future, under its subservicing arrangements existing on the date hereof.
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Loss Sharing Claim means any (a) Liability incurred by a Purchaser Indemnified Party as a result of an actual violation of any Law, Permit, Applicable Servicing Requirement, Order or Contract by either Seller prior to Closing in connection with the performance by either Seller of its obligations under the Servicing Agreements, Servicing Rights Agreements, Subservicing Agreements, Master Servicing Agreements or Underlying Documents or (b) Third Party Claim (whenever made) against any Seller Indemnified Party or any Purchaser Indemnified Party, in each case resulting from, in connection with or arising out of any act or omission in actual or alleged breach or violation of any Law, Permit, Applicable Servicing Requirement, Order or Contract (other than this Agreement or any Ancillary Agreement) by either Seller prior to the Closing, in each case in connection with the performance by either Seller of its obligations under the Servicing Agreements, Servicing Rights Agreements, Subservicing Agreements, Master Servicing Agreements or Underlying Documents (including any relevant matters set forth in Section 4.11 (Legal Proceedings) (to the extent not specifically included in the definition of “Retained Liability”) and the Exception Report; provided , however , that notwithstanding anything contained herein to the contrary, Loss Sharing Claims shall not include any Retained Liability.
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Examples of Loss Sharing Claim in a sentence

  • So long as either Seller is reasonably contesting any such Loss Sharing Claim or claim with respect to a Retained Liability in good faith, Purchaser shall not pay or settle any such Loss Sharing Claim or claim with respect to a Retained Liability.

  • Neither Purchaser nor the Sellers shall have any obligation to indemnify Seller Indemnified Parties or Purchaser Indemnified Parties, as the case may be, with respect to any Loss Sharing Claim or claim with respect to a Retained Liability unless such claim is first asserted in accordance with this Article X on or prior to the third (3 rd ) anniversary of the Closing Date.

  • So long as Purchaser is reasonably contesting any such Loss Sharing Claim in good faith, neither Seller shall pay or settle any such Loss Sharing Claim.


More Definitions of Loss Sharing Claim

Loss Sharing Claim means any Action, whenever made (including, without limitation, all Pending Claims and Ordinary Course Claims), by any third party against any Seller Indemnitee or any Buyer Indemnitee (other than those Actions which are included within any Retained Liability) resulting from or arising out of any actual or alleged breach or violation of Law, License or Permit or Contract (other than this Agreement or any Ancillary Document) by any Group Company prior to Closing, in each case in connection with the performance of any mortgage servicing activities (including, without limitation, payment collections, loss mitigation activities, loan modifications, foreclosures, evictions or similar activities) by any of the Group Companies, whether pursuant to any Servicing Agreement or otherwise; provided, h owever, that Loss Sharing Claims shall not include any (i) Retained Liability (except as provided in clause (i) of paragraph (7) of S ection 1.1(e) of the Disclosure Schedules) or (ii) any Liabilities that OFC or any of its Affiliates has, or may have in the future, under its subservicing arrangements existing on the date hereof.
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Loss Sharing Claim means any claim, whenever made, by any third party against any Seller Indemnified Party or any Purchaser Indemnified Party resulting from or arising out of any act or omission in actual or alleged breach or violation of Law, Permits, Orders or Contract (other than this Agreement or any Ancillary Agreement) by the Company or any of its Subsidiaries prior to Closing, in each case in connection with the performance by the Company or any of its Subsidiaries of its obligations under the Servicing Agreements (not excluding any relevant matters set forth in Sections 3.10 (to the extent not specifically included in the definition of “Retained Liability”) and 3.11 of the Seller Disclosure Schedule); provided, however, that Loss Sharing Claims shall not include (i) any claim made under an Ancillary Agreement or (ii) any Retained Liability.
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Related to Loss Sharing Claim

  • REMIC I Interest Loss Allocation Amount With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate, divided by (b) 12.

  • REMIC II Interest Loss Allocation Amount With respect to any Distribution Date, an amount equal to (a) the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC II Remittance Rate for REMIC II Regular Interest AA minus the Marker Rate, divided by (b) 12.

  • REMIC I Principal Loss Allocation Amount With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10 and the denominator of which is the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTZZ.

  • Excess Loss Account has the meaning set forth in Reg. Section 1.1502-19.

  • REMIC II Principal Loss Allocation Amount With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Balance of REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11 and the denominator of which is the aggregate Uncertificated Balance of REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11 and REMIC II Regular Interest II-LTZZ.

  • Liquidation Loss Amount With respect to any Payment Date and any Mortgage Loan that became a Liquidated Mortgage Loan during the related Collection Period, the unrecovered portion of the Principal Balance of such Mortgage Loan and any unpaid accrued interest thereon at the end of such Collection Period, after giving effect to the Net Liquidation Proceeds applied in reduction of such Principal Balance.

  • Monthly Excess Interest As to any Distribution Date, the sum of (A) the Interest Remittance Amount remaining after the application of payments pursuant to clauses A. through F. of Section 4.02(b)(i) plus (B) the Principal Payment Amount remaining after the application of payments pursuant to clauses A. through E. of Section 4.02(b)(ii) or (iii).

  • REMIC 2 Principal Loss Allocation Amount With respect to any Distribution Date and the mortgage loans, an amount equal to (a) the product of (i) the Aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8 and REMIC 2 Regular Interest B, and the denominator of which is the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B and REMIC 2 Regular Interest ZZ.

  • Class Interest Shortfall As to any Distribution Date and Class, the amount by which the amount described in clause (i) of the definition of Class Optimal Interest Distribution Amount for such Class exceeds the amount of interest actually distributed on such Class on such Distribution Date pursuant to such clause (i).

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Final Collection Date means the Business Day following the termination of purchases under this Agreement on which all amounts to which the Purchasers shall be entitled in respect of Purchased Receivables and all other amounts owing to the Administrative Agent and the Purchasers hereunder and under the other Purchase Documents are paid in full.

  • Agent Payment Account means account no. 5000000030266 of Agent at Wachovia Bank, National Association, or such other account of Agent as Agent may from time to time designate to Administrative Borrower as the Agent Payment Account for purposes of this Agreement and the other Financing Agreements.

  • Loss Allocation Limitation As defined in Section 4.4(g).

  • Indemnity Escrow Amount means $5,000,000.

  • Shared Principal Collections means, with respect to any Transfer Date, either (a) the amount allocated to the Investor Certificates which may be applied to the Series Principal Shortfall with respect to other outstanding Series in Group One or (b) the amounts allocated to the investor certificates of other Series in Group One which the applicable Supplements for such Series specify are to be treated as "Shared Principal Collections" and which may be applied to cover the Series Principal Shortfall with respect to the Investor Certificates.

  • Claimed Amount means the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party.

  • AWR Claim means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the AWR;

  • IPR Claim means any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any IPR, used to provide the Services or as otherwise provided and/or licensed by the Supplier (or to which the Supplier has provided access) to the Authority in the fulfilment of its obligations under this Framework Agreement;

  • Payment Claim means the claim for payment made by the Contractor in accordance with this Contract.

  • Excess Interest Amount means, on any date, the amount by which (i) the amount of all interest which would have accrued prior to such date on the principal of this Note, had the applicable Contract Rate at all times been in effect without limitation by the Maximum Rate, exceeds (ii) the aggregate amount of interest accrued on this Note on or prior to such date as limited by the Maximum Rate.

  • Loss Proceeds Account has the meaning set forth in Section 3.3(a).

  • Monthly Shared-Loss Amount means the change in the Cumulative Shared- Loss Amount from the beginning of each month to the end of each month.

  • Shared-Loss Amount has the meaning provided in Section 2.1(b)(i) of this Commercial Shared-Loss Agreement.